Common use of Legends on Stock Certificates Clause in Contracts

Legends on Stock Certificates. Each certificate representing ----------------------------- shares issued pursuant to this Agreement shall be endorsed with the following legends: THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT BETWEEN XOOM, INC. (THE "COMPANY"0 AND THE HOLDER, PROVIDING FOR, AMONG OTHER MATTERS, THE COMPANY'S RIGHT OF FIRST REFUSAL TO PURCHASE THE SECURITIES REPRESENTED BY THIS CERTIFICATE. A COPY OF USCH AGREEMENT IS ON FILE AT THE PRINCIPAL BUSINESS OFFICE OF THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ITS SUCCESSOR RULE UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT EXEMPTIONS FROM SUCH REGISTRATION AND FROM THE PROVISIONS OF ANY APPLICABLE STATE "BLUE SKY" LAWS ARE AVAILABLE. Under no circumstances shall any Transfer of any Shares subject hereto be valid until the proposed transferee thereof shall have executed and become a party to the agreement described in Section 8.1(b)(i)(C) and thereby shall have become subject to all of the provisions of this Article VIII; and notwithstanding any other provisions of this Agreement, no such Transfer of any kind shall in any event result in the non-applicability of the provisions hereof at any time to any of the Shares subject hereto. Seller understands and acknowledges that Buyer need not register a transfer of Shares, and may instruct its transfer agent not to register a transfer of Shares, unless the conditions specified in the foregoing legend are satisfied.

Legends on Stock Certificates. Each certificate of the signatories hereto representing ----------------------------- shares issued pursuant to this Agreement Shares shall be endorsed with bear the following legendslegends until such time as the Shares represented thereby are no longer subject to the provisions hereof: "THE SHARES EVIDENCED SALE, TRANSFER OR ENCUMBRANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT BETWEEN XOOMTHE TERMS AND CONDITIONS OF THE SECOND AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT, DATED AS OF APRIL 15, 2003 AMONG ACMI HOLDINGS, INC. (AND CERTAIN HOLDERS OF ITS OUTSTANDING CAPITAL STOCK, AS SUCH AGREEMENT MAY BE AMENDED. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF ACMI HOLDINGS, INC." "COMPANY"0 AND THE HOLDER, PROVIDING FOR, AMONG OTHER MATTERS, THE COMPANY'S RIGHT OF FIRST REFUSAL TO PURCHASE THE SECURITIES REPRESENTED BY THIS CERTIFICATE. A COPY OF USCH AGREEMENT IS ON FILE AT THE PRINCIPAL BUSINESS OFFICE OF THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR THE "ACT"), SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERREDPLEDGED, ASSIGNED HYPOTHECATED OR HYPOTHECATED UNLESS THERE IS OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 AND APPLICABLE STATE SECURITIES LAWS OR ITS SUCCESSOR RULE UNDER THE ACT, OR THE COMPANY RECEIVES PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT EXEMPTIONS FROM SUCH REGISTRATION AND APPLICABLE EXEMPTION FROM THE PROVISIONS REGISTRATION REQUIREMENTS OF ANY APPLICABLE STATE SUCH ACT AND SUCH LAWS."BLUE SKY" LAWS ARE AVAILABLE. Under no circumstances shall any Transfer of any Shares subject hereto be valid until the proposed transferee thereof shall have executed and become a party to the agreement described in Section 8.1(b)(i)(C) and thereby shall have become subject to all of the provisions of this Article VIII; and notwithstanding any other provisions of this Agreement, no such Transfer of any kind shall in any event result in the non-applicability of the provisions hereof at any time to any of the Shares subject hereto. Seller understands and acknowledges that Buyer need not register a transfer of Shares, and may instruct its transfer agent not to register a transfer of Shares, unless the conditions specified in the foregoing legend are satisfied.

Legends on Stock Certificates. Each certificate representing ----------------------------- shares The Purchaser further represents that it understands and agrees that all certificates evidencing the Warrant, the Additional Warrant, the Warrant Shares and any of the Common Stock issued pursuant to this Agreement at the Initial Closing and the Subsequent Closings, if any, shall be endorsed with the following legendsbear a legend, prominently stamped or printed thereon, reading substantially as follows: THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT BETWEEN XOOM, INC. (THE "COMPANY"0 AND THE HOLDER, PROVIDING FOR, AMONG OTHER MATTERS, THE COMPANY'S RIGHT OF FIRST REFUSAL TO PURCHASE THE SECURITIES REPRESENTED BY THIS CERTIFICATE. A COPY OF USCH AGREEMENT IS ON FILE AT THE PRINCIPAL BUSINESS OFFICE OF THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE AND SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, DELIVERED AFTER SALE, TRANSFERRED, ASSIGNED PLEDGED, HYPOTHECATED, OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT COVERING THE SALE OF SUCH SECURITIES OR UNLESS SUCH SALE, PLEDGE, HYPOTHECATION OR TRANSFER IS OTHERWISE EXEMPT FROM REGISTRATION UNDER THE ACT COVERING SUCH SECURITIESAND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ITS SUCCESSOR RULE UNDER THE ACT, OR THE COMPANY RECEIVES AN HOLDER SHALL HAVE OBTAINED A WRITTEN OPINION OF COUNSEL COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH SALE OR OTHER TRANSFER." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE SECURITIES PURCHASE AGREEMENT, DATED ________________, _____ BETWEEN THE COMPANY THAT EXEMPTIONS FROM AND THE REGISTERED OWNER OF SUCH REGISTRATION AND FROM SECURITIES (OR SUCH OWNER'S PREDECESSOR IN INTEREST). THE PROVISIONS COMPANY WILL FURNISH A COPY OF ANY APPLICABLE STATE SUCH AGREEMENT WITHOUT CHARGE UPON WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE."BLUE SKY" LAWS ARE AVAILABLE. Under no circumstances shall any Transfer of any Shares subject hereto be valid until the proposed transferee thereof shall have executed and become a party to the agreement described in Section 8.1(b)(i)(C) and thereby shall have become subject to all of the provisions of this Article VIII; and notwithstanding any other provisions of this Agreement, no such Transfer of any kind shall in any event result in the non-applicability of the provisions hereof at any time to any of the Shares subject hereto. Seller understands and acknowledges that Buyer need not register a transfer of Shares, and may instruct its transfer agent not to register a transfer of Shares, unless the conditions specified in the foregoing legend are satisfied.

Legends on Stock Certificates. Each certificate of the signatories hereto representing ----------------------------- shares issued pursuant to this Agreement Shares shall be endorsed with bear the following legendslegends until such time as the Shares represented thereby are no longer subject to the provisions hereof: "THE SHARES EVIDENCED SALE, TRANSFER OR ENCUMBRANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT BETWEEN XOOMTHE TERMS AND CONDITIONS OF THE STOCKHOLDERS' AGREEMENT, DATED AS OF FEBRUARY 7, 2002 AMONG ACMI HOLDINGS, INC. (AND CERTAIN HOLDERS OF ITS OUTSTANDING CAPITAL STOCK, AS SUCH AGREEMENT MAY BE AMENDED. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF ACMI HOLDINGS, INC." "COMPANY"0 AND THE HOLDER, PROVIDING FOR, AMONG OTHER MATTERS, THE COMPANY'S RIGHT OF FIRST REFUSAL TO PURCHASE THE SECURITIES REPRESENTED BY THIS CERTIFICATE. A COPY OF USCH AGREEMENT IS ON FILE AT THE PRINCIPAL BUSINESS OFFICE OF THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR THE "ACT"), SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERREDPLEDGED, ASSIGNED HYPOTHECATED OR HYPOTHECATED UNLESS THERE IS OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 AND APPLICABLE STATE SECURITIES LAWS OR ITS SUCCESSOR RULE UNDER THE ACT, OR THE COMPANY RECEIVES PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT EXEMPTIONS FROM SUCH REGISTRATION AND APPLICABLE EXEMPTION FROM THE PROVISIONS REGISTRATION REQUIREMENTS OF ANY APPLICABLE STATE SUCH ACT AND SUCH LAWS."BLUE SKY" LAWS ARE AVAILABLE. Under no circumstances shall any Transfer of any Shares subject hereto be valid until the proposed transferee thereof shall have executed and become a party to the agreement described in Section 8.1(b)(i)(C) and thereby shall have become subject to all of the provisions of this Article VIII; and notwithstanding any other provisions of this Agreement, no such Transfer of any kind shall in any event result in the non-applicability of the provisions hereof at any time to any of the Shares subject hereto. Seller understands and acknowledges that Buyer need not register a transfer of Shares, and may instruct its transfer agent not to register a transfer of Shares, unless the conditions specified in the foregoing legend are satisfied.

Legends on Stock Certificates. Each certificate representing ----------------------------- shares issued pursuant to this Agreement The certificates evidencing Mattson Common Shares shall be endorsed bear legends imprinted on the certificates in accordance with the following legendsprovisions to the extent applicable: (1) Subject to Section 1(c)(3), certificates representing Mattson Common Shares issued to each Vortek Securityholder under the Regulation S Exemption or the Regulation D Exemption shall bear the following restrictive legend: THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT BETWEEN XOOM, INC. (THE "COMPANY"0 AND THE HOLDER, PROVIDING FOR, AMONG OTHER MATTERS, THE COMPANY'S RIGHT OF FIRST REFUSAL TO PURCHASE THE SECURITIES REPRESENTED BY THIS CERTIFICATE. A COPY OF USCH AGREEMENT IS ON FILE AT THE PRINCIPAL BUSINESS OFFICE OF THE COMPANY. “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED SECURITIES WITHIN THE MEANING OF, AND HAVE NOT BEEN REGISTERED UNDER UNDER, THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED PLEDGED, OR HYPOTHECATED UNLESS THERE IS OTHERWISE DISPOSED OF IN THE ABSENCE OF (i) AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT COVERING OR (ii) A WRITTEN OPINION OF THE LEGAL COUNSEL REASONABLY ACCEPTABLE TO THE ISSUER AND FURNISHED AT THE EXPENSE OF THE HOLDER OF THIS CERTIFICATE THAT SUCH SECURITIESREGISTRATION IS NOT REQUIRED.” (2) Notwithstanding any other provision set forth above and subject to Section 1(c)(3) all certificates representing Xxxxxxx Common Shares also shall bear the following restrictive legend: “IN ADDITION, THE SALE IS MADE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO ADDITIONAL CONTRACTUAL LIMITATIONS ON ANY SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION AS SET FORTH IN ACCORDANCE WITH RULE 144 OR ITS SUCCESSOR RULE UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT EXEMPTIONS FROM SUCH CERTAIN STOCK REGISTRATION AND RESTRICTION AGREEMENT BY AND AMONG THE ISSUER AND CERTAIN HOLDERS OF SECURITIES OF VORTEK INDUSTRIES LTD., A COPY OF WHICH IS AVAILABLE WITHOUT CHARGE FROM THE PROVISIONS SECRETARY OF ANY APPLICABLE STATE "BLUE SKY" LAWS ARE AVAILABLE. Under no circumstances shall any Transfer of any Shares subject hereto be valid until the proposed transferee thereof shall have executed and become a party THE ISSUER AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER.” (3) Xxxxxxx is permitted to the agreement described in Section 8.1(b)(i)(C) and thereby shall have become subject issue stop transfer orders to all of the provisions of this Article VIII; and notwithstanding any other provisions of this Agreement, no such Transfer of any kind shall in any event result in the non-applicability of the provisions hereof at any time to any of the Shares subject hereto. Seller understands and acknowledges that Buyer need not register a transfer of Shares, and may instruct its transfer agent to assure compliance with the legends set forth above. Certificates representing Xxxxxxx Common Shares that are reissued for sales in accordance with an effective registration statement filed pursuant to the Securities Act or for sales to the public in compliance with Rule 144 promulgated under the Securities Act will not to register bear the restrictive legends set forth in Sections in Section 1(c)(1), and no certificates representing Xxxxxxx Common Shares that are reissued after the expiration of one hundred twenty (120) days after the Effective Time will bear the legend set forth in Section 1(c)(2). (4) Upon the written request of a transfer holder of Sharesany Xxxxxxx Common Share certificate, unless Xxxxxxx shall remove the conditions specified restrictive legend (i) set forth Section 1(c)(2) after the expiration of one hundred twenty (120) days after the Effective Time and/or (ii) set forth in Section 1(c)(1) if such Mattson Common Shares are freely tradable under Rule 144 promulgated under the foregoing legend are satisfiedSecurities Act.

Legends on Stock Certificates. Each certificate representing ----------------------------- shares issued pursuant to this Agreement The certificates evidencing Mattson Common Shares shall be endorsed bear legends imprinted on the certificates in accordance with the following legendsprovisions to the extent applicable: (1) Subject to Section l(c)(3), certificates representing Mattson Common Shares issued to each Vortek Securityholder under the Regulation S Exemption or the Regulation D Exemption shall bear the following restrictive legend: THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT BETWEEN XOOM, INC. (THE "COMPANY"0 AND THE HOLDER, PROVIDING FOR, AMONG OTHER MATTERS, THE COMPANY'S RIGHT OF FIRST REFUSAL TO PURCHASE THE SECURITIES REPRESENTED BY THIS CERTIFICATE. A COPY OF USCH AGREEMENT IS ON FILE AT THE PRINCIPAL BUSINESS OFFICE OF THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED SECURITIES WITHIN THE MEANING OF, AND HAVE NOT BEEN REGISTERED UNDER UNDER, THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED PLEDGED, OR HYPOTHECATED UNLESS THERE IS OTHERWISE DISPOSED OF IN THE ABSENCE OF (i) AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT COVERING OR (ii) A WRITTEN OPINION OF THE LEGAL COUNSEL REASONABLY ACCEPTABLE TO THE ISSUER AND FURNISHED AT THE EXPENSE OF THE HOLDER OF THIS CERTIFICATE THAT SUCH SECURITIESREGISTRATION IS NOT REQUIRED." (2) Notwithstanding any other provision set forth above and subject to Section l(c)(3) all certificates representing Mattson Common Shares also shall bear the following xxxxxxctive legend: "IN ADDITION, THE SALE IS MADE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO ADDITIONAL CONTRACTUAL LIMITATIONS ON ANY SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION AS SET FORTH IN ACCORDANCE WITH RULE 144 OR ITS SUCCESSOR RULE UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT EXEMPTIONS FROM SUCH CERTAIN STOCK REGISTRATION AND RESTRICTION AGREEMENT BY AND AMONG THE ISSUER AND CERTAIN HOLDERS OF SECURITIES OF VORTEK INDUSTRIES LTD., A COPY OF WHICH IS AVAILABLE WITHOUT CHARGE FROM THE PROVISIONS SECRETARY OF ANY APPLICABLE STATE THE ISSUER AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER."BLUE SKY" LAWS ARE AVAILABLE. Under no circumstances shall any Transfer of any Shares subject hereto be valid until the proposed transferee thereof shall have executed and become a party (3) Mattson is permitted to the agreement described in Section 8.1(b)(i)(C) and thereby shall have become subject issue stop transfer orders to all of the provisions of this Article VIII; and notwithstanding any other provisions of this Agreement, no such Transfer of any kind shall in any event result in the non-applicability of the provisions hereof at any time to any of the Shares subject hereto. Seller understands and acknowledges that Buyer need not register a transfer of Shares, and may instruct its transfer agent to assure compliance with the legends set forth above. Certificates representing Mattson Common Shares that are reissued for sales ix xxxxxdance with an effective registration statement filed pursuant to the Securities Act or for sales to the public in compliance with Rule 144 promulgated under the Securities Act will not to register bear the restrictive legends set forth in Sections in Section l(c)(l), and no certificates representing Mattson Common Shares that are reissued after the exxxxxxxon of one hundred twenty (120) days after the Effective Time will bear the legend set forth in Section 1 (c)(2). (4) Upon the written request of a transfer holder of Sharesany Mattson Common Share certificate, unless Mattson shall remxxx xxx restrictive legend (i) set xxxxx Section 1 (c)(2) after the conditions specified expiration of one hundred twenty (120) days after the Effective Time and/or (ii) set forth in Section l(c)(l) if such Mattson Common Shares are freely tradable under Rule 144 promulgated under the foregoing legend are satisfiedSecurities Act.

Legends on Stock Certificates. Each (a) In addition to compliance with the terms of this Agreement, no transfer of Shares may be made except in compliance with applicable U.S. federal and state securities laws. Accordingly, each certificate representing ----------------------------- shares Shares now or hereafter held by or issued pursuant to this Agreement shall be endorsed with any stockholder will have placed thereon a legend in substantially the following legendsform: THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT BETWEEN XOOM, INC. (THE "COMPANY"0 AND THE HOLDER, PROVIDING FOR, AMONG OTHER MATTERS, THE COMPANY'S RIGHT OF FIRST REFUSAL TO PURCHASE THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE. A COPY OF USCH AGREEMENT IS ON FILE AT THE PRINCIPAL BUSINESS OFFICE OF THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND AMENDED. THEY MAY NOT BE SOLD, TRANSFERREDOFFERED FOR SALE, ASSIGNED PLEDGED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ITS SUCCESSOR RULE UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT EXEMPTIONS FROM SUCH REGISTRATION AND FROM THE PROVISIONS IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF ANY APPLICABLE STATE SUCH ACT."BLUE SKY" LAWS ARE AVAILABLE. Under no circumstances shall any Transfer of any Shares subject hereto be valid until the proposed transferee thereof shall have executed and become a party (b) In addition to the agreement described in Section 8.1(b)(i)(C) and thereby shall have become foregoing, each certificate representing shares of capital stock of the Company subject to all of this Agreement will bear in conspicuous type the provisions of this Article VIII; and notwithstanding any other provisions of this Agreementfollowing legend: "THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE (AND ALL TRANSFERS THEREOF) ARE SUBJECT TO CERTAIN RESTRICTIONS CONTAINED IN A STOCKHOLDERS AGREEMENT, no such Transfer of any kind shall in any event result in the non-applicability of the provisions hereof at any time to any of the Shares subject hereto. Seller understands and acknowledges that Buyer need not register a transfer of SharesDATED AS OF OCTOBER 25, and may instruct its transfer agent not to register a transfer of Shares2002, unless the conditions specified in the foregoing legend are satisfiedBY AND AMONG CERTAIN STOCKHOLDERS OF THE COMPANY AND THE COMPANY, A COPY OF WHICH IS ON FILE AT THE MAIN OFFICE OF THE COMPANY."

Legends on Stock Certificates. A copy of this Agreement shall be filed with the Secretary of the Company and kept with the records of the Company. Each of the Stockholders hereby agrees that each outstanding certificate representing ----------------------------- shares issued pursuant Shares subject to this Agreement shall be endorsed with the following legends: bear legends reading substantially as follows: (a) THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT BETWEEN XOOM, INC. (THE "COMPANY"0 AND THE HOLDER, PROVIDING FOR, AMONG OTHER MATTERS, THE COMPANY'S RIGHT OF FIRST REFUSAL TO PURCHASE THE SECURITIES REPRESENTED BY THIS CERTIFICATE. A COPY OF USCH AGREEMENT IS ON FILE AT THE PRINCIPAL BUSINESS OFFICE OF THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED SOLD OR HYPOTHECATED UNLESS THERE IS OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION, UNDER THE SECURITIES ACT COVERING AND SUCH SECURITIESSTATE SECURITIES OR BLUE SKY LAWS. (b) THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER, AND CERTAIN VOTING RESTRICTIONS, ON THE TERMS AND CONDITIONS SET FORTH IN AN STOCKHOLDERS' AGREEMENT DATED AS OF JUNE ___, 2002, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY OR FROM THE HOLDER OF THIS CERTIFICATE. NO TRANSFER OF SUCH SHARES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT. (c) THE HOLDER OF THIS CERTIFICATE AGREES FOR SUCH PERIOD AS THE COMPANY'S INVESTMENT BANKER SHALL REASONABLY REQUEST AND TO THE EXTENT ALSO AGREED TO BY THE FOUNDERS (AS SUCH TERM IS DEFINED IN THE SHAREHOLDERS AGREEMENT), NOT TO DIRECTLY OR INDIRECTLY OFFER, SELL (INCLUDING BY EFFECTING ANY SHORT SALE), CONTRACT TO SELL, HYPOTHECATE, PLEDGE, GRANT ANY OPTION FOR THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OF, ACQUIRE ANY OPTION TO DISPOSE OF, TRANSFER OR ITS SUCCESSOR RULE UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT EXEMPTIONS FROM SUCH REGISTRATION AND FROM THE PROVISIONS OTHERWISE DISPOSE OF ANY APPLICABLE STATE "BLUE SKY" LAWS ARE AVAILABLECOMMON STOCK, WITHOUT OBTAINING THE PRIOR WRITTEN CONSENT OF SUCH INVESTMENT BANKER, WHICH CONSENT MAY BE WITHHELD OR GRANTED IN SUCH INVESTMENT BANKER'S SOLE DISCRETION. Under no circumstances Such certificate shall bear any Transfer of any Shares subject hereto be valid until additional legend required by the proposed transferee thereof shall have executed and become a party to the agreement described in Section 8.1(b)(i)(C) and thereby shall have become subject to all of the provisions of this Article VIII; and notwithstanding any other provisions of this Agreement, no such Transfer of any kind shall in any event result in the non-applicability of the provisions hereof at any time to any of the Shares subject hereto. Seller understands and acknowledges that Buyer need not register a transfer of Shares, and may instruct its transfer agent not to register a transfer of Shares, unless the conditions specified in the foregoing legend are satisfiedAsset Agreement or required for compliance with state securities or blue sky laws.

Legends on Stock Certificates. Each certificate representing shares ----------------------------- shares issued pursuant owned of record or beneficially by a party to this Agreement shall be endorsed with the following legends: THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT BETWEEN XOOM, INC. (THE "COMPANY"0 COMPANY") AND THE HOLDER, PROVIDING FOR, AMONG OTHER MATTERS, THE COMPANY'S RIGHT OF FIRST REFUSAL TO PURCHASE THE SECURITIES REPRESENTED BY THIS CERTIFICATE. A COPY OF USCH SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL BUSINESS OFFICE OF THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ITS SUCCESSOR RULE UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT EXEMPTIONS FROM SUCH REGISTRATION AND FROM THE PROVISIONS OF ANY APPLICABLE STATE "BLUE SKY" LAWS ARE AVAILABLE. Under no circumstances shall any Transfer of any Shares XOOM Stock subject hereto be valid until the proposed transferee thereof shall have executed and become a party to the agreement described in Section 8.1(b)(i)(C13.1(b)(i)(C) and thereby shall have become subject to all of the provisions of this Article VIIIXIII; and notwithstanding any other provisions of this Agreement, no such Transfer of any kind shall in any event result in the non-applicability of the provisions hereof at any time to any of the Shares XOOM Stock subject hereto. Seller Shareholder understands and acknowledges that Buyer the Company need not register a transfer of SharesXOOM Stock, and may instruct its transfer agent not to register a transfer of SharesXOOM Stock, unless the conditions specified in the foregoing last legend are satisfied.

Legends on Stock Certificates. Each (a) In addition to compliance with the terms of this Agreement, no transfer of Shares may be made except in compliance with applicable U.S. federal and state securities laws. Accordingly, each certificate representing ----------------------------- shares Shares now or hereafter held by or issued pursuant to this Agreement shall be endorsed with any stockholder will have placed thereon a legend in substantially the following legendsform: THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT BETWEEN XOOM, INC. (THE "COMPANY"0 AND THE HOLDER, PROVIDING FOR, AMONG OTHER MATTERS, THE COMPANY'S RIGHT OF FIRST REFUSAL TO PURCHASE THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE. A COPY OF USCH AGREEMENT IS ON FILE AT THE PRINCIPAL BUSINESS OFFICE OF THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND AMENDED. THEY MAY NOT BE SOLD, TRANSFERREDOFFERED FOR SALE, ASSIGNED PLEDGED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR ITS SUCCESSOR RULE UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT EXEMPTIONS FROM SUCH REGISTRATION AND FROM THE PROVISIONS IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF ANY APPLICABLE STATE SUCH ACT."BLUE SKY" LAWS ARE AVAILABLE. Under no circumstances shall any Transfer of any Shares subject hereto be valid until the proposed transferee thereof shall have executed and become a party (b) In addition to the agreement described in Section 8.1(b)(i)(C) and thereby shall have become foregoing, each certificate representing shares of capital stock of the Company subject to all of this Agreement will bear in conspicuous type the provisions of this Article VIII; and notwithstanding any other provisions of this Agreementfollowing legend: "THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE (AND ALL TRANSFERS THEREOF) ARE SUBJECT TO CERTAIN RESTRICTIONS CONTAINED IN A STOCKHOLDERS AGREEMENT, no such Transfer of any kind shall in any event result in the non-applicability of the provisions hereof at any time to any of the Shares subject hereto. Seller understands and acknowledges that Buyer need not register a transfer of SharesDATED AS OF _________________, and may instruct its transfer agent not to register a transfer of Shares2002, unless the conditions specified in the foregoing legend are satisfiedBY AND AMONG CERTAIN STOCKHOLDERS OF THE COMPANY AND THE COMPANY, A COPY OF WHICH IS ON FILE AT THE MAIN OFFICE OF THE COMPANY."